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options, construction, design, well site surveillance,
permitting and environmental assessment. Independent contractors
generally provide field and on-site production operation services,
such as pumping, maintenance, dispatching, inspection and testings.
We believe that this use of third-party service providers has enhanced
our ability to contain general and administrative expenses.
We depend to a large extent on the services
of certain key management personnel, the loss of, any of which could
have a material adverse effect on our operations. We do not maintain
key-man life insurance with respect to any of our employees.
Pinnacle Transaction
Formation and Operations
During the second
quarter of 2003, we and Rocky Mountain Gas, Inc. (“RMG”) each contributed
our interests in certain natural gas and oil leases in Wyoming and
Montana in areas prospective for coalbed methane to a newly formed
joint venture, Pinnacle Gas Resources, Inc. In exchange for the
contribution of these assets, we each received 37.5% of the common
stock of Pinnacle and options to purchase additional Pinnacle common
stock, or on a fully diluted basis, we each received an ownership
interest in Pinnacle of 26.9%. In March 2006 we entered into an
agreement with Pinnacle and certain other shareholders of Pinnacle
allowing us to exercise the Pinnacle stock options on a cashless,
net exercise basis. At the end of 2005, we retained our interests
in approximately 159,000 gross acres in the Castle Rock project
area in Montana and the Oyster Ridge project area in Wyoming. We
no longer have a drilling obligation in connection with the oil
and natural gas leases contributed to Pinnacle. During 2004, we
opted to exercise our right to cancel one-half of a remaining note
payable to RMG, or approximately $300,000 in exchange for assigning
one-half of our interest in the Oyster Ridge project area to RMG.
Simultaneously with
the contribution of these assets, affiliates and related parties
of CSFB Private Equity (“CSFB”) contributed approximately $17.6
million of cash to Pinnacle in return for redeemable preferred stock
of Pinnacle, 25% of Pinnacle’s common stock as of the closing date
and warrants to purchase Pinnacle common stock. Our Chairman, Steven
A. Webster, was Chairman of Global Energy Partners, Ltd., an affiliate
of CSFB and is currently Chairman of Avista Capital Holdings, L.P.,
a private equity firm that makes investments in the energy sector
and that has an affiliate that provides consulting services to an
affiliate of CSFB.
In March 2004, the
CSFB parties contributed additional funds of $11.8 million to continue
funding the 2004 development program of Pinnacle.
In 2005, the CSFB
Parties contributed $15.0 million to Pinnacle to finance an acquisition
of additional undeveloped acreage. CCBM and U.S. Energy Corp. elected
not to participate in the equity contribution. In November 2005,
the CSFB Parties and a former Pinnacle employee received 30,000
and 2,000 shares of Pinnacle common stock, respectively, after exercising
certain warrants and options.
In April 2006, prior
to and in connection with a private placement by Pinnacle of 7,400,000
shares of its common stock, Pinnacle issued 25 new shares of its
common stock to each of its stockholders in exchange for each existing
share in a stock split; Pinnacle redeemed the preferred stock held
by the CSFB Parties at 110% of par value; the CSFB Parties exercised
all of their warrants on a “cashless” net exercise basis; and we
and U.S. Energy exercised our respective options on a “cashless”
net exercise basis. On April 11, 2006, after the stock split, the
redemption of the preferred stock, the warrant and option exercises
and the private placement, CCBM owned 2,459,102 shares of Pinnacle’s
common stock, and our ownership of Pinnacle was 9.5% on a fully
diluted basis. On such date, U.S. Energy and the CSFB Parties owned
2,459,102 and 7,306,782 shares of Pinnacle’s common stock, respectively,
and their ownership of Pinnacle was 9.5% and 28.3% on a fully diluted
basis, respectively. On September 22, 2006, U.S. Energy sold all
of its 2,459,102 shares of Pinnacle’s common stock to the CSFB Parties.
At December 31, 2006, CCBM owned 2,459,102 shares of Pinnacle’s
common stock, and its ownership of Pinnacle was 9.5% on a fully
diluted basis.
Immediately following
its formation, Pinnacle acquired an approximate 50% working interest
in existing leases and approximately 36,529 gross acres prospective
for coalbed methane development in the Powder River Basin of Wyoming
from an unaffiliated party for $6.2 million. As of December 31,
2006, Pinnacle owned natural gas and oil leasehold interests in
approximately 454,000 gross (306,000 net) acres and had estimated
net proved reserves of 20.3 Bcf.
Available Information
Our website address is www.crzo.net. We
make our website content available for informational purposes only.
It should not be relied upon for investment purposes, nor is it
incorporated by reference in this Form 10-K. We make available on
this website, through a direct link to Securities and Exchange Commission’s
website at www.sec.gov, free of charge, our annual reports on
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